SHAREHOLDER SUPPORT AGREEMENT
This SHAREHOLDER SUPPORT AGREEMENT (this "Agreement") dated as of January
27, 2000, is by and between International Rectifier Corporation, a Delaware
corporation ("IR"), IRC Acquisition Corporation, ("Buyer") a New York
corporation and a direct wholly owned subsidiary of IR and The Xxxxxx Xxxxxxxx
1998 Grantor Retained Annuity Trust ("Shareholder").
WHEREAS, in order to induce IR and Buyer to enter into an agreement and
plan of reorganization dated as of January 27, 2000 (as amended from time to
time, the "Merger Agreement") with Zing Technologies, Inc., a New York
corporation ("ZT"), Buyer has requested Shareholder, and Shareholder has agreed,
to enter into this Agreement.
WHEREAS, as of the date hereof, Shareholder is the holder of the shares
of capital stock of ZT (the "ZT Stock") listed on the signature page hereof.
Capitalized terms used but not separately defined herein shall have the meanings
ascribed to them in the Merger Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Agreement to Offer and Tender
Section 1.01. Agreement to Offer. IR and Buyer hereby agree to make the
Offer on the terms (the "Terms") and as provided in the Merger Agreement.
Section 1.02. Agreement to Tender. Shareholder hereby irrevocably and
unconditionally agrees to validly tender (and not withdraw) or cause to be
validly tendered (and not withdrawn) pursuant to and in accordance with the
Terms of the Offer all of the shares of ZT Stock that Shareholder owns as of the
date hereof as well as any additional shares of ZT Stock that Shareholder may
own, whether acquired by purchase, exercise of options or otherwise, at any time
after the date hereof (the "Shareholder Shares"). Within ten business days after
the commencement of the Offer (or within ten business days after any Shareholder
Shares are acquired during pendency of the Offer, if later), Shareholder shall
deliver to the depositary designated in the Offer (i) a letter of transmittal
with respect to the Shareholder Shares complying with the Terms of the Offer,
(ii) certificates representing all of the Shareholder Shares and (iii) all other
documents or instruments required to be delivered pursuant to the Terms of the
Offer.
ARTICLE 2
Voting Agreement; Grant of Proxy
Section 2.01. Voting Agreement. (a) Until the earliest to occur (the
"Termination Date") of (w) tender and acceptance of the Shareholder Shares
pursuant to the Offer, (x) the consummation of the Merger, (y) the six month
anniversary of the date hereof and (z) the termination of the Merger Agreement,
Shareholder hereby irrevocably and unconditionally
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agrees to vote or cause to be voted all Shareholder Shares that Shareholder is
entitled to vote at the time of any vote of the shareholders of ZT where such
matters arise (i) in favor of the approval and adoption of the Merger Agreement
and in favor of the transactions contemplated thereby, (ii) against any proposal
or transaction which could prevent or delay the consummation of the
Transactions, and (iii) against any corporate action the consummation of which
would frustrate the purposes, or prevent or delay the consummation, of the
Transactions.
(b) If any shareholder vote in respect of the Merger Agreement or any
of the transactions contemplated by the Merger Agreement is taken by written
consent, the provisions of this Agreement imposing obligations in respect of or
in connection with any vote of shareholders shall also apply.
Section 2.02. Proxy. Shareholder hereby revokes any and all previous
proxies granted with respect to the Shareholder Shares. By entering into this
Agreement, Shareholder hereby grants a limited irrevocable proxy, within the
meaning of the NYBCL, appointing Buyer as Shareholder's attorney-in-fact and
proxy, with full power of substitution, for and in Shareholder's name, to vote,
express consent or dissent, or otherwise to utilize such voting power in such
manner and upon and limited to only those matters referred to in Section 2.01
above, as Buyer or its proxy or substitute shall, in Buyer's sole discretion,
deem proper with respect to the Shareholder Shares. The proxy granted by
Shareholder pursuant to this Article 2 is irrevocable and is granted in
consideration of Buyer's entering into the Merger Agreement and to secure
Shareholder's performance of this agreement and duty to vote or cause to be
voted (including by written consent) all of the Shareholder Shares in favor of
the Merger as set forth in Section 2.01(a) and (b) hereof and such irrevocable
proxy shall remain in effect until the Termination Date, notwithstanding the
death or incapacity of Shareholder; provided, however, that such proxy shall be
revoked on the Termination Date.
ARTICLE 3
Representations and Warranties of Shareholder
Shareholder represents and warrants to Buyer that:
Section 3.01. Valid Title. Shareholder is the beneficial owner of the
Shareholder Shares held by such Shareholder on the date hereof with no
restrictions on Shareholder's voting rights or rights of disposition pertaining
thereto (except securities law requirements and as herein provided). Except as
previously disclosed to Buyer, none of the Shareholder Shares is subject to any
voting trust or other agreement or arrangement with respect to the voting of
such Shareholder Shares (other than this Agreement).
Section 3.02. Binding Effect. This Agreement is the valid and binding
Agreement of Shareholder, enforceable against Shareholder in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally.
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Section 3.03. Total Shares. The number of Shareholder Shares set forth on
the signature page hereto opposite the name of Shareholder are the only shares
of ZT Stock owned by Shareholder.
ARTICLE 4
Representations and Warranties of Buyer
Buyer represents and warrants to Shareholder:
Section 4.01. Corporate Power and Authority. Each of IR and Buyer has
all requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and performance by
each of IR and Buyer of this Agreement and the consummation by each of IR and
Buyer of the transactions contemplated hereby have been duly authorized by the
board of directors of each of IR and Buyer and no other corporate action on the
part of either IR or Buyer is necessary to authorize the execution, delivery or
performance by IR or Buyer of this Agreement and the consummation by IR or Buyer
of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by each of IR and Buyer and is a valid and binding Agreement of
each of IR and Buyer, enforceable against each of them in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally.
ARTICLE 5
Covenants of Shareholder
Shareholder hereby covenants and agrees that:
Section 5.01. No Proxies for or Encumbrances on Shareholder Shares.
Except pursuant to the terms of this Agreement, prior to the Termination Date
Shareholder shall not, without the prior written consent of Buyer, directly or
indirectly, (i) grant any proxies or enter into any voting trust or other
agreement or arrangement with respect to the voting of any Shareholder Shares or
(ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the
direct or indirect sale, assignment, transfer, encumbrance or other disposition
of, any Shareholder Shares during the term of this Agreement. Shareholder shall
not seek or solicit any such sale, assignment, transfer, encumbrance or other
disposition or any such contract, option or other arrangement or assignment or
understanding and agrees, subject to any restrictions contained in presently
existing confidentiality agreements, to notify Buyer promptly and to provide all
details requested by Buyer if Shareholder shall be approached or solicited,
directly or indirectly, by any person with respect to any of the foregoing.
Section 5.02. Indemnification. IR hereby agrees to indemnify and hold
harmless Shareholder from and against any Losses arising in connection with any
claims made against Shareholder by any third party with respect to the matters
covered in or actions taken by such Shareholder pursuant to this Agreement.
"Losses" means any damage, liabilities or expenses,
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including reasonable attorneys' fees incurred in connection with the
investigation and defense of such claims.
Section 5.03. Further Action. Shareholder intends this limited proxy to
be irrevocable and will take such further action and execute such other
instruments as may be necessary to effectuate the intent of this proxy,
including, without limitation, filing written notice of this irrevocable proxy
with the secretary of ZT or permitting Buyer, as such Shareholder's
attorney-in-fact, to file a copy of this Agreement with the secretary of ZT.
ARTICLE 6
Miscellaneous
Section 6.01. Expenses. Except as contemplated in Section 5.02, all costs
and expenses incurred in connection with this Agreement shall be paid by the
party incurring such cost or expense.
Section 6.02. Additional Agreements. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or bound,
to consummate and make effective the transactions contemplated by this
Agreement, to obtain all necessary waivers, consents and approvals and effect
all necessary registrations and filings, responses to requests for additional
information related to such filings, and submission of information requested by
governmental authorities.
Section 6.03. Specific Performance. The parties hereto agree that Buyer
would suffer irreparable damage if for any reason Shareholder failed to perform
any of such Shareholder's obligations under this Agreement, and that Buyer would
not have an adequate remedy at law for money damages in such event. Accordingly,
Buyer shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement by Shareholder.
This provision is without prejudice to any other rights that Buyer may have
against Shareholder for any failure to perform such Shareholder's obligations
under this Agreement.
Section 6.04. Notices. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by cable, telegram or telex, or by registered or certified mail
(postage prepaid, return receipt requested) to such party at its address set
forth on the signature page hereto.
Section 6.05. Amendments. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.
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Section 6.06. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto; provided further that Buyer may
assign its rights and obligations to any affiliate of Buyer without any such
consent.
Section 6.07. Governing Law. This Agreement shall construed in accordance
with and governed by the law of the State of New York without giving effect to
the principles of conflicts of laws thereof.
Section 6.08. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
IRC ACQUISITION CORPORATION
By: /s/ L. Xxxxxxx Xxxxxxx
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Name: L. Xxxxxxx Xxxxxxx
Title: Vice President
INTERNATIONAL RECTIFIER CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President Government and
Space Products
SHAREHOLDER
By: /s/ Xxxxxx Xxxxxxxx
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By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxx and Xxxxxxx Xxxxxxxx
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as Trustees of The Xxxxxx Xxxxxxxx
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1998 Grantor Retained Annuity Trust
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Address: 72 Xxxxxx Crossroad
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Xxxxxxxxx, XX 00000
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Shareholder Shares: 600,000
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